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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/02/16 Allegheny Technologies Inc 8-K:2,9 6/01/16 3:70K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 15K 2: EX-5.1 Opinion re: Legality HTML 14K 3: EX-99.1 Miscellaneous Exhibit HTML 10K
| EX-5.1 |
Exhibit 5.1
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
Ladies and Gentlemen:
We have acted as counsel to Allegheny Technologies Incorporated, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $37,500,000 aggregate principal amount of its 4.75% Convertible Senior Notes due 2022 (the “Notes”) pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated May 18, 2016, by and among the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters (collectively, the “Underwriters”) named therein. The Notes are being issued and sold on the date hereof pursuant to the Underwriters’ exercise in full of an option granted to the Underwriters by the Company to purchase up to $37,500,000 aggregate principal amount of additional Notes to cover over-allotments, if any, in accordance with the terms and conditions of the Underwriting Agreement. The Notes are convertible into shares (the “Underlying Shares”) of the common stock, $0.10 par value, of the Company. The Notes are being offered and sold to the Underwriters in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”).
The following documents are referred to collectively in this opinion letter as the “Transaction Documents”:
| 1. | The Underwriting Agreement; |
| 2. | The Indenture (the “Base Indenture”), dated as of June 1, 2009, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”); and |
| 3. | The Fifth Supplemental Indenture, dated as of May 24, 2016, between the Company and the Trustee (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). |
In connection with rendering the opinions set forth below, we have examined (i) the Registration Statement on Form S-3 (File No. 333-204209) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2015, relating to an unspecified aggregate initial offering price or number of securities of the Company; (ii) the Prospectus, dated May 15, 2015, as supplemented by the Preliminary Prospectus Supplement, dated May 17, 2016, relating to the Notes, as filed with the Commission on May 17, 2016 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by reference therein (together, the “Preliminary Prospectus”); (iii) the Final Term Sheet relating to the Notes, as filed with the Commission on May 18, 2016 pursuant to Rule 433 under the Securities Act (the “Final Term Sheet,” and together with the Preliminary Prospectus, the “Disclosure
Allegheny Technologies Incorporated
Page 2
Package”); (iv) the Prospectus, dated May 15, 2015, as supplemented by the Prospectus Supplement, dated May 18, 2016, reflecting the final terms of the Notes and the terms of the offering thereof, as filed with the Commission on May 19, 2016 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by reference therein (the “Prospectus”); (v) the Transaction Documents; (vi) the Company’s Restated Certificate of Incorporation, as amended, and Second Amended and Restated Bylaws; and (vii) resolutions adopted by the Board of Directors and the Finance Committee of the Board of Directors of the Company relating to the issuance and sale of the Notes by the Company. We have made such other investigation as we have deemed appropriate.
For the purposes of this opinion letter, we have made the assumptions that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all signatures on each such document are genuine. We also have assumed for purposes of this opinion letter (i) the legal capacity of natural persons; (ii) that each party to each of the Transaction Documents (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make each Transaction Document to which it is a party enforceable against it; and (iii) that each party to each of the Transaction Documents has complied with all state and federal statutes, rules and regulations applicable to it arising out of the transactions set forth in the Transaction Documents to which it is a party. We have not verified any of the foregoing assumptions.
The opinions expressed in this opinion letter are limited to (i) the laws of the State of New York, other than its law relating to choice of law (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), (ii) applicable federal securities laws of the United States and (iii) the General Corporation Law of the State of Delaware. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any county, municipality or other political subdivision or local governmental agency or authority.
Based on and subject to the foregoing and to the additional qualifications and other matters set forth below, it is our opinion that:
1. The Notes have been duly authorized, executed and delivered and, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits set forth in the Indenture (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity)).
2. The Underlying Shares have been duly authorized and validly reserved for issuance upon conversion of the Notes in accordance with the terms of the Indenture. The Underlying Shares, when issued and delivered upon conversion of the Notes in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable.
Allegheny Technologies Incorporated
Page 3
We express no opinion as to any provision in the Notes: (i) that purports to release, exculpate or exempt a party from, or require indemnification or contribution of a party for, liability for its own negligence or misconduct; (ii) that purports to allow any party to unreasonably interfere in the conduct of the business of another party; (iii) the effect of which is governed by laws other than the laws of the State of New York, the applicable federal securities laws of the United States or the Delaware General Corporation Law; (iv) that purports to require any party to pay any amounts due to another party without a reasonable accounting of the sums purported to be due; (v) that purports to prohibit the assignment of rights that may be assigned pursuant to applicable law regardless of an agreement not to assign such rights; (vi) that purports to require that amendments to any agreement be in writing; (vii) relating to powers of attorney, severability or set-off; (viii) that purports to select a particular forum; (ix) that purports to waive or modify a party’s equitable rights or obligation of good faith, fair dealing, diligence, reasonableness or due notice; and (x) providing that decisions by a party are conclusive or may be made in its sole discretion.
This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is being given as of the date hereof and we assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, the incorporation by reference of this opinion into the Registration Statement and the reference to this firm under the heading “Legal Matters” in the prospectus forming a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours truly,
/s/ K&L Gates LLP
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/2/16 | |||
| For Period End: | 6/1/16 | |||
| 5/24/16 | 8-K | |||
| 5/19/16 | 424B5, 8-K, FWP | |||
| 5/18/16 | 8-K, FWP | |||
| 5/17/16 | 424B3, 8-K | |||
| 5/15/15 | S-3ASR | |||
| 6/1/09 | ||||
| List all Filings | ||||